SEC Comment Letter 0000000000-23-009958 to Nxu, Inc. (NXU) (CIK 0001722969) (NXUR)
Nxu, Inc. (NXU) (CIK 0001722969)
Date: Sept. 8, 2023 · CIK: 0001722969 · Accession: 0000000000-23-009958
AI Filing Summary & Sentiment
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United States securities and exchange commission logo September 8, 2023 Mark Hanchett Chief Executive Officer Nxu, Inc. 1828 N Higley Rd., Suite 116 Mesa, Arizona 85205 Re:Nxu, Inc. Draft Registration Statement on Form S-1 Submitted on August 18, 2023 CIK No. 0001722969 Dear Mark Hanchett: We have conducted a limited review of your draft registration statement. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing any requested information and by publicly filing your registration statement and non-public draft submission on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your filed registration statement, we may have additional comments. Draft Registration Statement on Form S-1 General 1.We note that you did not check the box on the registration statement cover page that you are offering the shares on a delayed or continuous basis pursuant to Rule 415 of the Securities Act. Please provide us with your analysis of why Rule 415 does not apply to your proposed offering or revise as applicable. 2.We note your disclosures on the prospectus cover page and on page 90 which indicate that the selling stockholders “may” be deemed to be underwriters. Please revise to state that the selling stockholders are underwriters within the meaning of Section 2(a)(11) of the Securities Act. To the extent that any broker-dealer or agent is involved in selling the securities, indicate that each will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. In addition, please remove the statement on page 89 that the selling
FirstName LastNameMark Hanchett Comapany NameNxu, Inc. September 8, 2023 Page 2 FirstName LastName Mark Hanchett Nxu, Inc. September 8, 2023 Page 2 stockholders may sell securities under Rule 144. 3.We note your disclosure on the prospectus cover page that on August 16, 2023, you and the selling stockholders agreed to register an aggregate of 50,000,000 shares of Class A common stock, which appears to be an amendment to your Share Purchase Agreement. Please file this agreement as an exhibit to the registration statement. Further, please revise your filing throughout to discuss the material terms of this agreement as well as the Share Purchase Agreement and the Common Stock Purchase Warrant, each dated June 25, 2021, including: •the terms of each agreement; •the material conditions under which you may access the funds available under each agreement; •the possibility that you may not have access to the full amount available to you under each agreement; •the full discounted price (or formula for determining it) at which the selling stockholders will receive the shares under the Share Purchase Agreement and Common Stock Purchase Warrant; and •the dilutive effect of the formula or pricing mechanism under the Share Purchase Agreement and Common Stock Purchase Warrant on your share price. Finally, we note your disclosure on page 89 that the selling stockholders may engage in short-selling activities. Please revise your Risk Factors section to discuss how any sales activities after announcement of a put may negatively affect your share price. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. We also remind you that your registration statement must be on file no later than 48 hours prior to the requested effective date and time. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: James R. Brown
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United States securities and exchange commission logo
September 8, 2023
Mark Hanchett
Chief Executive Officer
Nxu, Inc.
1828 N Higley Rd., Suite 116
Mesa, Arizona 85205
Re:Nxu, Inc.
Draft Registration Statement on Form S-1
Submitted on August 18, 2023
CIK No. 0001722969
Dear Mark Hanchett:
We have conducted a limited review of your draft registration statement. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission on EDGAR. If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
General
1.We note that you did not check the box on the registration statement cover page that you
are offering the shares on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act. Please provide us with your analysis of why Rule 415 does not apply to
your proposed offering or revise as applicable.
2.We note your disclosures on the prospectus cover page and on page 90 which indicate that
the selling stockholders “may” be deemed to be underwriters. Please revise to state that
the selling stockholders are underwriters within the meaning of Section 2(a)(11) of the
Securities Act. To the extent that any broker-dealer or agent is involved in selling the
securities, indicate that each will be an underwriter within the meaning of Section 2(a)(11)
of the Securities Act. In addition, please remove the statement on page 89 that the selling
FirstName LastNameMark Hanchett
Comapany NameNxu, Inc.
September 8, 2023 Page 2
FirstName LastName
Mark Hanchett
Nxu, Inc.
September 8, 2023
Page 2
stockholders may sell securities under Rule 144.
3.We note your disclosure on the prospectus cover page that on August 16, 2023, you and
the selling stockholders agreed to register an aggregate of 50,000,000 shares of Class A
common stock, which appears to be an amendment to your Share Purchase Agreement.
Please file this agreement as an exhibit to the registration statement. Further, please revise
your filing throughout to discuss the material terms of this agreement as well as the Share
Purchase Agreement and the Common Stock Purchase Warrant, each dated June 25, 2021,
including:
•the terms of each agreement;
•the material conditions under which you may access the funds available under each
agreement;
•the possibility that you may not have access to the full amount available to you under
each agreement;
•the full discounted price (or formula for determining it) at which the selling
stockholders will receive the shares under the Share Purchase Agreement and
Common Stock Purchase Warrant; and
•the dilutive effect of the formula or pricing mechanism under the Share Purchase
Agreement and Common Stock Purchase Warrant on your share price.
Finally, we note your disclosure on page 89 that the selling stockholders may engage in
short-selling activities. Please revise your Risk Factors section to discuss how any sales
activities after announcement of a put may negatively affect your share price.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
We also remind you that your registration statement must be on file no later than 48 hours
prior to the requested effective date and time. Refer to Rules 460 and 461 regarding requests for
acceleration. Please allow adequate time for us to review any amendment prior to the requested
effective date of the registration statement.
Please contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: James R. Brown